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The CONTRACTOR shall submit an itemized Application for Payment for operations
completed in accordance with the values stated in the Agreement. Such application shall be
supported by such data substantiating the CONTRACTOR ’s right to payment as the
OWNER may reasonably require.

Application for Payment performed under this agreement shall be submitted as follows:

> Electronically via ermnail to VendorAPinvoices(@NashuaNH gov
OR

> Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable
229 Main Street
Nashua, NH 83060

Please do noi submit invoices bath electronically gud paper capy.

In addition, and to facilitate the proper and timely payment of applications, the
OWNER requires that all submitted invoices contain a valid PURCHASE ORDER
NUMBER.

The CONTRACTOR warrants that title to all Work covered by an Application for
Payment will pass to the OWNER no later than the time of payment. The
CONTRACTOR further warrants that upon submittal of an Application for Payment, all
Work for which Certificates for Payment have been previously issued and payments
received from the OWNER shall, to the best of the CONTFRACTOR’s knowledge,
information and belief, be free and clear of liens, claims, security interests or other
encumbrances adverse to the OWNER’s interests.

. OWNER shall make payments, for work satisfactorily completed and accurately invoiced,

on the basis of CONTRACTORs Application for Payment, within 30 days of approval by
the OWNER.

The CONTRACTOR shall promptly pay each subcontractor and supplier out of the
amount paid te the CONTRACTOR on account of such entities’ portion of the Work.

The OWNER shall have no responsibility for the payment of money to a subcontractor or
supplier.

An Application for Payment, a progress payment, or partial or entire use or occupancy of
the project by the OWNER shall not constitute acceptance of Work not in accordance with
the requirements of the Contract Documents.

Substantial completion is the stage in the progress of the Work when the Work or
designated portion therecf is sufficiently complete in accordance with the Contract
Documents so the OWNER can occupy or utilize the Work for its intended use.

. When the Work or designated portion thereof is substantially complete, the

CONTRACTOR and OWNER shall establish responsibilities for completion and shall fix
the time within which the CONTRACTOR shall finish all items on the list accompanying
the Certificate. Warranties required by the Contract Documents shall commence on the
date of Substantial Completion of the Work or designated portion thereof unless otherwise
provided in the Certificate of Substantial Completion.

Page 9 of 13 io)

i, Upon receipt of a final Application for Payment, the OWNER will inspect the Work. If
the Work is acceptable and the Contract fully performed, the OWNER will promptly issue
a final Certificate for Payment.

12. Acceptance of final payment by the CONTRACTOR, a subcontractor or supplier shall
constitute a waiver of claims by that payee except those previously made in writing and
identified by that payee as unsettled at the time of final Application for Payment.

ARTICLE 12 — PROTECTION GF PERSONS AND PROPERTY

|. The CONTRACTOR shall be responsible for initiating, maintaining and supervising all
safety precautions and programs, including all those required by law in connection with
performance of the Contract. The CONFRACTOR shall promptly remedy damage and
loss to property caused in whole or in part by the CONTRACTOR, or by anyone for
whose acts the CONTRACTOR may be liable.

ARTICLE 13 ~- CORRECTION OF WORK

l. The CONTRACTOR shall promptly correct Work rejected by the @WNER as failing to
conform to the requirements of the Contract Documents. The CONTRACTOR shall bear
the cost of correcting such rejected work

2. In addition to the CONTRACTOR’s other obligations including warranties under the
Contract, the CONTRACTOR shall, for a period of one year after Substantial Completion,
correct work not conforming to the requirements of the Contract Documents.

3. Ifthe CONTRACTOR fails to correct nonconforming Work within a reasonable time, the
OWNER may correct it and the CONTRACTOR shall reimburse the OWNER for the
cost of the correction,

ARTICLE 14 — PROHIBITED INTERESTS

CONTRACTOR shall not allow any officer or employee of the OWNER to have any indirect or
direct interest in this contract or the proceeds of this contract. CONTRACTOR warrants that no
officer or employee of the OWNER has any direct or indirect interest, whether contractual, non-
contractual, financial or otherwise, in this contract or in the business of the CONTRACTOR.
CONTRACTOR also warrants that it presently has no interest and that it will not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the performance of
services required to be performed under this contract. CONTRACTOR further warrants that no
person having such an interest shall be employed in the performance of this contract. If any such
interest comes to the attention of CONTRACTOR at any time, a full and complete disclosure of
the interest shall be immediately made in writing to the OWNER. If OWNER determines that a
conflict exists and was not disclosed to the OWNER, it may terminate the contract at will or for
cause.

ARTICLE [5 - TERMINATION OF THE CONTRACT
TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL

The OWNER, in its sole discretion, shall have the right to terminate, abandon, or suspend all or
part of the project and contract at will. If the OWNER chooses to terminate, abandon, or suspend
all or part of the project, it shall provide CONTRACTOR 10 day's written notice of its intent to
do so. If ali or part of the project is suspended for more than 90 days, the suspension shall be
treated as a termination at will of all or that part of the project and contract.

Page 10 of 13 Cy

Dd

Upon receipt of notice of termination, abandonment, or suspension at will, CONTRACTOR shall:

Immediately discontinue work on the date and to the extent specified in the notice.

Provide the OWNER with a list of all unperformed services.

c. Place no further orders or sub-contracts for materials, services, or facilities, other
than as may be necessary or required for completion of such portion of work under
the contract that is not terminated.

d. Immediately make every reasonabie effort to obtain cancellation upon terms
satisfactory to the OWNER of all orders or sub contracts to the extent they relate to
the performance of work terminated, abandoned, or suspended under the notice,
assign to the GWNER any orders or sub contracts specified in the notice, and
revoke agreements specified in the notice.

&. Not resume work after the effective date of a notice of suspension until receipt of a

written notice from the OWNER to resume performance.

Fp

In the event of a termination, abandonment, or suspension at will, CONTRACTOR shail receive
all amounts due and not previously paid to CONTRACTOR for work satisfactorily completed in
accordance with the contract prior to the date of the notice and compensation for work thereafter
completed as specified in the notice. No amount shall be allowed or paid for anticipated profit on
unperformed services or other unperformed work.

TERMINATION FOR CAUSE

This agreement may be terminated by the GWNER on 10 calendar day’s written notice to
CONTRACTOR in the event of a failure by CONTRACTOR to adhere to any or all the terms
and conditions of the contract or for failure to satisfactorily, in the sole opinion of the OWNER, to
complete or make sufficient progress on the work in a timely and professional manner.
CONTRACTOR shall be given an opportunity for consultation with the OWNER prior to the
effective date of the termination. CONTRACTOR may terminate the contract on 10 calendar
days written notice if, through no fault of CONTRACTOR, the OWNER fails to pay
CONTRACTOR for 45 days after the date of approval by the OWNER of any Application for
Payment.

Upon receipt of notice of termination for cause, CONTRACTOR shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Provide the OWNER with a list of all unperformed services.

3. Place no further orders er sub-contracts for materials, services, or facilities, other than as
may be necessary or required for completion of such portion of work under the contract
that is not terminated,

4, Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to
the OWNER of all orders or sub contracts to the extent they relate to the performance of
work terminated, abandoned, or suspended under the notice, assign to the OWNER any
orders or sub contracts specified in the notice, and revake agreements specified in the
notice,

5. Not resume work after the effective date of a notice of termination unless and until receipt
of a written notice from the GWNER to resume performance.

Page 11 of 13 Leak

In the event of a termination for cause, CONTRACTOR shall receive all amounts due and not
previously paid to CONTRACTOR for work satisfactorily completed in accordance with the
contract prior to the date of the notice, less all previous payments. No amount shail be allowed or
paid for anticipated profit on unperformed services or other unperformed work. Any such payment
may be adjusted to the extent of any additional costs occasioned to the OWNER by reasons of
CONTRACTOR's failure, CONTRACTOR shall not be relieved of liability to the OWNER for
damages sustained from the failure, and the OWNER may withhold any payment to the
CONTRACTOR until such time as the exact amount of damages due to the OWNER is
determined. All claims for payment by the CONTRACTOR must be submitted to the OWNER
within 30 days of the effective date of the notice of termination.

If after termination for the failure of CONTRACTOR to adhere to any of the terms and conditions
of the contract or for failure to satisfactorily, in the sole opinion of the OWNER, to complete or
make sufficient progress on the work in a timely and professional manner, it is determined that
CONTRACTOR had not so failed, the termination shall be deemed to have been a termination at
will. In that event, the OWNER shall, if necessary, make an adjustment in the compensation paid
to CONTRACTOR such that CONTRACTOR receives total compensation in the same amount
as it would have received in the event of a termination-at-will.

GENERAL PROVISIONS FOR TERMINATION

Upon termination of the contract, the OWNER may take over the work and prosecute it to
completion by agreement with another party or otherwise. Upon termination of the contract or in
the event CONTRACTOR shall cease conducting business, the OWNER shall have the right to
solicit applications for employment from any employee of the CONTRACTOR assigned to the
performance of the contract. Neither party shall be considered in default of the performance of
such obligations is prevented or delayed by any cause, existing or future, which is beyond the
reasonable control of such party. Delays arising from the actions or inactions of one or more of
CONTRACTOR's principals, officers, employees, agents, subcontractars, sub consultants,
vendors, or suppliers are expressly recognized to be within CONTRACTOR 's control,

ARTICLE 16 —- DISPUTE RESOLUTION

The parties shall attempt to resolve any dispute related to this contract as follows. Either party
shall provide to the other party, in writing and with full documentation to verify and substantiate
its decision, its stated position concerning the dispute. No dispute shall be considered submitted
and no dispute shall be valid under this provision unless and until the submitting party has
delivered the written statement of its position and full documentation to the other party. The
parties shall then attempt to resolve the dispute through good faith efforts and negotiation between
the OWNER Representative and the CONTRACTOR Representative. At all times,
CONTRACTOR shall carry on the work under this contract and maintain and complete work in
accordance with the requirements of the contract or determination or direction of the OWNER. If
the parties are unable to resolve their dispute as described above within 30 days, the parties may
request that the dispute be submitted to the Board of Public Works for resolution. Ifthe parties are
dissatisfied with the decision of the Board of Public Works, the parties’ reserve the right to pursue
any available legal and/or equitable remedies for any breaches of this contract except as that right
may be limited by the terms of this contract,

Page 12 of 13 LB

ARTICLE 17 - CHOICE OF LAW AND VENUE

This contract shall be governed exclusively by the laws of the State of New Hampshire and any
claim or action brought relating to this contract, the work performed or contracted to be performed
thereunder, or referable in anyway thereto shall be brought in Hillsborough County (New
Hampshire} Superior Court Southern Judicial District or in the New Hampshire 9th Circuit
Court---Nashua and not elsewhere

ARTICLE 18 ~ MISCELLANEOUS PROVISIONS

|. Neither party to the Contract shall assign the Contract as a whole without written consent
of the other.

2. Tests, inspections and approvals of portions of the Work required by the Contract

Documents or by laws, ordinances, rules, regulations or orders of public authorities having

jurisdiction shall be made at an appropriate time.

If additional testing is required, the CONTRACTOR shall perform these tests.

The OWNER shall pay for tests except for testing Work found to be defective for which

the CONTRACTOR shall pay.

BY

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be
legally bound thereby.

City af Nashua, NH (signature) Stee Maes Associines, Lue. (signature)

James IV, Donchess, Mayor Do “3 ) Sc Dd “vs Ras ie

(Printed Name and Title) (Printed Name and Title}

Ao \ \8, ‘AOXKOD

Date Date

Page 13 of 13

-
fas 4. |

tits
idee

RQUIS

9 TEPHENS?|

Hit A SSOCTATES, ING,
' EXHIBIT A

April 8, 2020

Jonathan Ibarra vias [barral@nashuanh.gov

Superintendent of Streets

City of Nashua — Division of Public Works

9 Stadium Drive

Nashua, NH 03062

Re: Nashua DPW Fuel Facility

9 Stadium Orlve
Nashua, NH

Dear Jan,

Thank you for the opportunity to provide a proposal for the Nashua DPW Fuel Facllity.
Stephens-Marquis Asseciates will construct the fuel faellity for a total cost of $257,090,00,

The Plans for the project are titled “Proposed Replacement of Dispenser island, Nashua Street
Department”, by DB Tank Design, dated 2/09/2020. A Construction Cost Greakdown dated
April 8, 2020 is attached that itemizes the tasks Included in our wark. it also Ilsts the materials
and equipment provided by, and the tasks performed by, the Nashua OPW.

A Performance Bond has been provided for the contract amount. The bond will be terminated
upon completion end acceptance of the wark scope indicated in the plans. Progress payments
will be made at 50% and 90% completion. The final 16% and ratainage, if any withheld, willbe
pald within 30 days from completion of work. Work belng performed directly by the BPW will
not delay payment.

if you have any questions, please da not hesitate to contact me.

President

Attachments: Construction Cost Breakdown, 4/2/20, 2 pes.

717 DANIEL WEASTER HWY, MERRIMACK, NH 0d054 LsdQ

(603) 424-2555 » www.slephencmorquis.com

GENERAL CONTRACTOR » CONSTRUCTION MANAGEMENT = FACRIY MAINTENANCE

Fueling Facility Upgrade
Neshus OF

Gonstruction Cost Breakdown
Apel B, 2020

Site Wart

Demo Concreta & Asphalt S700

E88 Canopy Foundations, Slab Prep 6" Gravels $41,000

ES&S Canony Dreing, SOLF 3° PVG 82,705

Asphalt Patch, 4° 33,800

Curb Restoration

Striping By OPV

Landscaping, Sod & Seeding By OPW
AST &UG Piping System

Demniition of Existing Fual & Wigs Lebor $15,649

Cloan & Inspecl ASTs $18,228

AST / UST Upgrade Work, Underground Piping 537,147

DES Complence Work (par 13 ttem Est) $34,605

Preseure Regulating Piping $13,431

Hoses & Nozies, Zea é $2,420

Hose Mest wretractor, Diesel Only, 4ea $2,804
Fuel Equipment

APT Piping $7,205

APT Fiilings $2,238

Sumps & Misc. $3,122

Velves, Inc! Preagure Reg $3,155

Istand Form $3,572

Dispenser, Bannstt 330,800

Shear Vaivas, dea e508

Canopy Lights, HULOW, bea, plus sensor $4,556

Oeeals, Signage e242
Canopy

Canopy Staal, 24' x 4f7 $22,708

Canopy Erection, 24" x 40" 99,600

Cenopy Flee Supereagion, PyroChem, Nozzle

Height 45'-7" shove driva matt. $20,084

Wire Fire Guppreselon 82,976
Electricel

MMaterist $12,647

Labor 320,088

Low Voliege Disconnect $1,069
Cenerste

Canopy Foundations $4,480 $5,499

Bollards [retell Si224 $1,224

T&P Fiat, Placa & Finish $13,871 $13,871

TSP Flat, Foam & Bax $16,189 $15,158

Rebar & Wire Mesh $7,280 $7,280
Yard Work 2285

Painting 81488 51,486

Fege ¢ of2

Fueling Facility Upgrade
Hashua DPV

Gonstruction Cost Breakdown
April 6, 2020

Safety Fence $1,800 $1,500
Grout Cenopy Cokenns S750 Sr
She Labor, misc. $1,378 $1,378
Sawout Stabs & Seal & Ceuk : $32 32
Biise, Materials . $538 $868
Concrete Protection (Blenkats) i $1,884 51,064
Equpmert Rentals i NA
Yard Equipment
CO Boxes $338
Fire Esdingulehars (2) $829
,e* S128
‘Yerd Light Fidures, 222
‘Treiie Signs
Construction Services
Engineering Design & Inspections $2,550
Survey/Layout
Gactechnical & Testing $1,200
Bord 34,000
General Condidens $33,122
SUB-TOTAL $357,000 $128,500 $e57 08
$0.00
ALLOWANCES

Painting
AST 16 Gel Remote Spi Conizinars (2), G217R-

151B3N, Agow $3200 W required

Page 2 of2

THE AMERICAN INSTITUTE OF ARCHITECTS

Premium Amount Based
on Final Contract Amount

Bond No. 0230880
AlA Document A312
Performance Bond

Any singular reference lo Contractor, Surely, Owmer or other parly shall be considered plural where applicable.

CONTRACTOR (Name and Address): SURETY (Name and Principle Place of Business):
STEPHENS-MARQUIS ASSOCIATES, INC BERKLEY INSURANCE COMPANY
717 DANIEL WEBSTER HIGHWAY PO BOX $010

MERRIMACK, NH 03054 WESTBROOK, BIE 04098

OWNER (Name and Address}:
CITY OF NASHUA, NH
229 MAIN STREET
NASHUA, NH 03060

CONSTRUCTION CONTRACT
Date: April Gth, 2020
Amount TWO HUNDRED SEVENTY THOUSAND AND 00/400 DOLLARS $270,000.00
Description (Name and Location):
Nashua DPW Fuel Facility - 9 Stadium Drive, Nashua, NEI

BOND
Date (No eaclier than Construction Contract Date): April th, 2020
Amount: TWO HUNDRED SEVENTY THOUSAND AND 00/108 DOLLARS $270,000.66

Modifications to this Bond: [2] None { ]See Page 3

CONTRACTOR AS PRINCIPAL SURETY
COMPANY: (Corporate Seal) COMPANY: {Corporate Seal)
sy STEPHENS-MARQUIS ASSOCIATES, INC BERKLEY INSURANCE COMPANY
a Loe , \ ny "i
poss
poof
\ . : ‘
‘ 5 ny, Signature: _
%, ¢ Name/and Tite:

for NICK A. RUNCI, ATTORNEY-IN-FACT

Signature: 4
Neme and 7

OL TN
(any additional signatures appear on paige 3)
— a
FOR INFORMATIGN ONLY-Name, Address, and Telaphone OWNER'S REPRESENTATIVE (Architect,
AGENT OR BROKER: ar Engineer or other party):
FIAI INC. DBA GROSS INSURANCE-MANCHESTER
1100 ELM STREET

MANGHESTER, NH 03103

se a er ene
AlA DOCUMENT A312 PERFORMANCE BONO AND PAYMENT BOND DEGEMBER 4984 ED., AIA o A 312-1584 4
THE AMERICAN INSTHUTE OF ARCHITECTS, 1735 NEW VORK AVE., N.W., WASHINGTON D.C. 26006

THIRD PRINTING - MARCH 1987

* 4. The Contractor and the Surety, jolnity and saverelly,
bind themselves, their heirs, executors, adatinisirators,
guiecessoss, ard assigns to the Quner for the performance
af the Construction Contract, which is incosporated herein
by reference.

2, [the Contractor parforms the Construction Contract,
the Surety and the Contractor shal have no obligation
under this Bond, except to participate in conferences 25

3. Where is no Qwner Default, the Suraly's obligation
under this Bond shall arise aftar:

3.4 The Gwner hes notified the Contractor and the
Suraty alils address described in Paragraph 19 batow
that the Ownaris considering declaring a Conkrector
Dafault and has requested and attempted to arrange &
conference with tha Goniractor and the Surely to be
hetd not later than Bfteen days alter receipt of such
notice to discuss methods of performing the Construc-
tion Contract. HW the Gwnar, the Contractor and ihe
Surely sores, tha Contrector shail be allowed a mason-
2bta tima to perform the Construction Contract, but
such en egreemant shail not waive the Owner's night, i
any, subsequently to daciare a Contractor Dafeult and

3.2 The Owner has declared a Contractor Default and
formally taminated the Contractors sight to completa
the contract. Such Contractor Default shall not be da-
lared aesler than twanly days after the Contractor and
the Surety have received notice as provided In Sub-

paragraph 3.1; and

3,3 The Ownar has agreed to pay the Balance of the
Contract Prise to the Suraty in accoranca with the
tems of the Construction Contract or to @ contractor
selected to perform the Construciian Contract in socor-
dance wih the tanms of the contract with tha Owner,

4. Whan the Qwnar has satisfied the conditions of Para-
graph 3, the Surety shall promplly and at the Surety's ex-
panse teke one of tha following actions:

44 Arrange for ihe Contractor, with consent of the
Ovmer, to porform and complete the Construction
Contract; or

4.2 Undertake fo perform and complate the Construc-
tion Contract itself, through its agents or through Inde-
pendent contractors; ar

23 Obtain bids or negotiated proposals from

qualified contractors scceptahie to the Owner for 2
contrac! for performance end completion of the Con-
struction Contract, erranga for a contract to be pre-
parad for execution by the Owner and the contractor
selected with the Owners concurrence, to be secured
with performance end paymant bands executed by a
qualified surety equivalent to the bonds tsaued on the
Construction Contrect, and pay to the Owner tha
amount of damages as describad in Paragraph 6 in ax-
cess of ihe Balance of tha Contract Price Incurred by the
Owner resulting from tha Contractor's default; or

4.4 Waive its rights to perform and compilela, arange
for eomptation, or obtain a new contractor and with

resconsble prompiness under the circumsiances.
<4 After investigation, determine the amount for which R may be
fable to the Owner and, as soon ae practicable after the amount is
determined, tender payment tharefore to tha
Owners, or
2 Deny flabllity in whole or in part end notify the Owner
citing reasons therafore.

&, Ifthe Surety does not proceed es provided in Paragraph
4 with reasoneble prompiness, the Surety shall be deemed
to ba in default on this Bond filaen days alter receipt of en
additonal written notice fron the Quner to the Suraty
damending thal the Surely perform its obfigations under
this Bond, and the Over shell ba entitled to enforce any
remedy avaitebla to the Owner. If tha Surety proceeds os
provided in Subparagraph 4.4, and tre Owner refuses tha
payment tendered of the Surety has denied liability, In
whale or in part, wilhout further nolice the Owner shail be
entilled to enforce eny remedy available to the Owner.

6. After the Over has terminated the Contractor's fight
to complata the Construction Contrect, and if the Suraty
elects lo act under ph 4.1, 4.2, or 4.3 above,
than tha responsibilities of the Surety to the Guner shall
not be greater than those of the Contracior under the
Construciion Contract, and the responsibilities of the
Quer to the Surety shall not he omater than those of tha
Owner under the Construction Contract. To the limit of the
amount of this Bond, but subject to commitment by the
Owner of tha Balance of the Contract Price to mitigalion of
cosis and damagas on the Construction Contract, the Sure-
ty is obligated without duplication for

6.2 The responsibiilies of the Contractor for carrec-
tion of defective work and comptation of tha Construc-
tion Ganiract,

8.2 Additional legal, design professional and detay
costs resulling from the Contractor's Default, and re-
sulting frorn the actions or failure to ect of tha Sunaty
under Paragraph 4; and

63 Liquidated damages, or lino liquidated damages
ere specified In the Construction Contract, actual dam-
ages caused by delayed performance or non-perior-
mance of the Contractor.

7, The Surety shell not be liable to the Qwnar or others for
obligations of the Contractor that are unretated to the Con-
struction Contract, and tha Balance of the Contract Price
shall not ba reduted or eat off on account of any such
unrelated obligations. No right of action shall secre on
this Bond fo any pargon or entity other than the Gwar or
its heirs, axecutors, administrators, of successors.

8. The Surety heraby welves notice of any change, Includ-
ing changes of time, to the Construction Contract or to
ralated subcontracts, purchase orders and olhar obligations.

$, Any proceeding, legal or equitable, under this Bond may
be instituted in any court of compatent jurisdiction ia

the [oeation in which the work or part of the work is located
and shall be instituted within two years after Contractor
Defautl or within bwo years after the Canlractor ceased
working or within two yeass after the Surely refuces or Ieils
tg perform its chtigations under this Bond, whichaver oc-
curs firsL if the provisions of this Paragraph are void or
prohibited by law, the minimum period af hmitation avail-

DOCUMENT Aad PERFORMANCE BOHO AND PAYMENT GOHD DECEMBER 1824 ED.
“THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW VORK AVE. HW

Twin PRENTHED -RLERCH 4897

Ala
., WASHINGTON, 0.020005

A 312-1884 2